AMENDMENT NO. 2 TO AGREEMENT (President and Chief Operating Officer)
EXHIBIT
10.31
AMENDMENT
NO. 2 TO AGREEMENT
(President
and Chief Operating Officer)
This
Amendment No. 1 to Agreement (this “Amendment”) is
entered into this 21st day of
February, 2008, by and between OrthoLogic Corp., a Delaware corporation (the
“Company”) and
Xxxxxxxx X. Xxxxx (“Executive”) and
amends the Agreement dated as of May 12, 2006 by and between the Company and
Executive (the “Agreement”).
The
Agreement is hereby modified and amended as follows:
1. Change of Control
Termination Payments. With respect to the Company’s payment
obligations provided for in Section 3(b) of the Agreement if termination of the
Agreement by the Company without cause follows or is in connection with a Change
of Control (as defined in the Agreement), the term of such payment obligations
shall be extended from six months to twelve months from the date of
termination.
Except as
expressly amended and modified herein, the Agreement shall remain in full force
and effect. In the event of any conflict or inconsistency between the
terms and provisions of the Agreement and the terms and provisions of this
Amendment, the terms and provisions of this Amendment shall govern and
control. This Amendment may be executed in counterparts, each of
which shall be deemed an original, but all of which, when taken together, shall
constitute one and the same instrument.
This
Amendment No. 1 is executed as of the date first above written.
EXECUTIVE
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/s/ Xxxx X. Xxxxxxxx
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/s/ Xxxxxxxx X. Xxxxx
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Xxxx
X. Xxxxxxxx, III
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Xxxxxxxx
X. Xxxxx, MD, Ph.D.
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Executive
Chairman
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